Zhibao Technology Inc., a Shanghai-based insurance technology company trading on Nasdaq under the ticker ZBAO, has finalized a private investment in public equity deal in which 2,380 Bitcoin served as full payment, translating to roughly $154.7 million based on a $65,000 per-coin reference price.
The company announced the closure of the deal by filing six-k form with the U.S. Securities and Exchange Commission, on August 17, 2026, signed by the CEO Jinmei Guo Hellstroem. The bitcoin was transferred to the company’s wallet by a group of investors who are not residents of the United States, which fulfilled the payment obligation derived from the Securities Purchase Agreement dated July 30, 2026. The company has formally entered the bitcoin market for the first time.
How The PIPE Is Structured?
According to the terms of the deal, the company has an option to raise 442,000,000 PIPE Units at $0.35 each, with every unit bundling one Class A ordinary share alongside a warrant granting the right to purchase an additional share at the same $0.35 price during a two-year period.
On the closing date, August 17, the company issued 395,678,152 of the 442,000,000 units as “First Release,” while the remaining 46,321,848 (“Second Release”) were ready to be delivered within the next 30 days after the approval of additional shares by the shareholders. Should every warrant eventually get exercised, the deal could introduce up to 884 million new Class A shares, a number that vastly outweighs Zhibao’s pre-transaction share count of roughly 32.2 million Class A and 16.8 million Class B shares combined.
A Scaled-down Version Of The Original $220M Plan
What closed this month is notably smaller than what was originally proposed. A non-binding term sheet dated July 22, 2026, had outlined a transaction involving approximately 3,500 BTC worth around $220 million. The finalized agreement trimmed that down by about 1,120 BTC and roughly $65 million, a reduction that appears tied less to a change in strategic direction and more to softening Bitcoin prices heading into August.
Source: sec.gov
With BTC trading near $64,000 at the time of writing, slightly under the deal’s $65,000 baseline, Zhibao’s newly acquired holdings currently sit on a modest unrealized loss of about $2.4 million, a figure that’s relatively minor set against the transaction’s broader strategic significance.
A Board Overhaul Is Coming With The Bitcoin
This deal extends well beyond simply adding Bitcoin to Zhibao’s balance sheet. It also paves the way for a complete change of corporate control. Earlier reporting around the PIPE indicated that the investor group, reportedly led by entities including Joyertech and Information OPC, will designate four of the company’s five board seats once the deal closes, along with naming a new chief executive and chief financial officer.
JUST IN: 🇨🇳 Publicly traded Chinese company Zhibao Technology creates treasury Bitcoin reserve of 2,380 BTC 🚀 pic.twitter.com/hWToJTz1OA
— Bitcoin Magazine (@BitcoinMagazine) August 18, 2026
Four sitting directors and the current CEO and CFO are expected to step down, while director Botao Ma will remain on the board to maintain continuity. Effectively, this PIPE functions simultaneously as a treasury-building exercise and a de facto acquisition, with buyers paying for control of a Nasdaq-listed operating company using Bitcoin rather than traditional cash.
Stock Price & Nasdaq Compliance Context
ZBAO has been having a tough YTD as they trade at the $1.03 to $1.14 level, with the 50-day range narrowing to $0.93 to $1.36 and the 52-week range fluctuating widely between $0.85 to $5.70. Their market cap is currently valued at approximately $35 million, meaning this $154.7 million, while Bitcoin-denominated financing, which massively exceeds Zhibao’s equity, has reached hundreds of times the volume of ZBAO issuance.
Investor reaction has been notably positive in percentage terms the stock jumped about 24% when the initial non-binding term sheet was disclosed in July, then surged roughly 79% following the announcement of the definitive purchase agreement, though it has since given back some of those gains.
Moreover, Zhibao got a deficiency notice from Nasdaq on July 10, 2026, after the closing price dropped below the threshold of $1.00 minimum bid price between May 27 and July 9. The company now has until January 6, 2027, to regain compliance by closing at or above $1.00 for ten consecutive days.
Use Of Proceeds & The Digital Asset Reserve Strategy
Zhibao has outlined three broad uses for the Bitcoin now sitting in its wallet: covering general corporate expenses and business development, funding research and development efforts including AI applications that complement its core InsurTech operations and central to the crypto storyline, advancing what the company describes as its Digital Asset Reserve strategy centered on holding Bitcoin as a treasury asset.
Zhibao has also pledged to use reasonable efforts to file a Form F-1 registration statement within 45 days of July 31, 2026, covering the resale of the PIPE securities along with certain management shares.
Analyst Take
From a market-structure standpoint, Zhibao’s transaction fits into an increasingly familiar pattern among small and mid-cap Nasdaq companies reinventing themselves as corporate Bitcoin treasury vehicles. What makes this deal distinct is that the coins weren’t acquired through open-market purchases or debt financing, as seen with larger treasury adopters, but were instead used directly as the settlement currency for the equity issuance itself, putting a Bitcoin treasury on the books from day one.
Two structural details deserve close attention. First, the scale of share issuance, 442 million units at closing with potentially another 442 million through warrant exercises, implies meaningful dilution against a relatively thin public float, which could pressure share price once resale registrations take effect and initial enthusiasm fades.
Second, the bundled change-of-control provision effectively transforms ZBAO into a treasury vehicle under new leadership, meaning its equity story will likely be driven far more by Bitcoin price sensitivity and net-asset-value-per-share calculations than by its underlying insurance brokerage business.
As for Zhibao’s Nasdaq compliance challenge, the deal creates something of a balancing act. The Bitcoin-linked repricing could potentially push the stock back above the $1.00 threshold, but dilution pressure from the second tranche and eventual warrant exercises works in the opposite direction. The stretch running up to January 6, 2027, now stands as the defining period for this newly restructured company.
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